Report of Foreign Issuer (6-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of JUNE, 2015

Commission File Number: 001-32929

POLYMET MINING CORP.
(Translation of registrant's name into English)

100 King Street, Suite 5700
Toronto, ON Canada M5X 1C7
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ X ] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

EXPLANATORY NOTE

This report on Form 6-K and attached exhibit are incorporated by reference into Registration Statements No. 333-185071 and No. 333-192208 and this report on Form 6-K shall be deemed a part of such registration statements from the date on which this report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by PolyMet Mining Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

SUBMITTED HEREWITH

Exhibits

	99.1	Condensed Interim Consolidated Financial Statements for the Period Ended April 30, 2015

	99.2	Management Discussion and Analysis for the Period Ended April 30, 2015

	99.3	Form 52-109F2 Certification of Interim Filings Full Certificate - CEO

	99.4	Form 52-109F2 Certification of Interim Filings Full Certificate - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PolyMet Mining Corp.
	(Registrant)

Date: June 15, 2015	By:	/s/ Jonathan Cherry
		Jonathan Cherry
	Title:	President and CEO

POLYMET MINING CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended April 30, 2015

PolyMet Mining Corp.
Condensed Interim Consolidated Balance Sheets
Unaudited - All figures in thousands of U.S. Dollars

		April 30,			January 31,
		2015			2015

ASSETS

Current
Cash	$	9,939		$	9,301
Amounts receivable (Note 5)		740			381
Prepaid expenses		1,126			1,108
		11,805			10,790
Non-Current
Amounts receivable (Note 5)		2,283			-
Mineral Property, Plant and Equipment (Notes 3 and 4)		299,316			296,247
Wetland Credit Intangible (Note 5)		1,888			6,192
Total Assets	$	315,292		$	313,229

LIABILITIES

Current
Accounts payable and accrued liabilities	$	3,400		$	2,673
Convertible debt (Notes 7 and 8)		33,840			33,451
Non-convertible debt (Notes 7 and 9)		20,796			4,614
Environmental rehabilitation provision (Note 6)		2,326			1,724
		60,362			42,462
Non-Current
Non-convertible debt (Note 7)		-			7,855
Environmental rehabilitation provision (Note 6)		65,596			70,536

Total Liabilities		125,958			120,853

SHAREHOLDERS’ EQUITY

Share Capital (Note 10)		241,662			241,489
Share Premium		3,007			3,007
Equity Reserves		52,047			51,704
Deficit		(107,382	)		(103,824	)

Total Shareholders’ Equity		189,334			192,376

Total Liabilities and Shareholders’ Equity	$	315,292		$	313,229

Nature of Business and Liquidity (Note 1)
Commitments and Contingencies (Note 13)

ON BEHALF OF THE BOARD OF DIRECTORS:

/S/ Jonathan Cherry

, Director

/S/ William Murray

, Director

- See Accompanying Notes –

PolyMet Mining Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
Unaudited - All figures in thousands of U.S. Dollars, except for number of shares and loss per share

		Three months ended April 30
		2015			2014

General and Administrative Expenses
Salaries and benefits	$	323		$	299
Share-based compensation (Note 10)		126			149
Director fees and expenses		74			73
Professional fees		126			147
Filing and regulatory fees		54			56
Investor and public relations		436			462
Travel		81			95
Rent and other office expenses		67			55
Insurance		48			47
Amortization		8			8
		1,343			1,391

Other Expenses (Income)
Finance costs (Note 11)		372			410
Gain on foreign exchange		(2	)		-
Loss on disposal of Wetland Credit Intangible (Note 5)		1,852			-
Rental income		(7	)		(17	)
		2,215			393

Loss for the Period		3,558			1,784

Other Comprehensive Income
Items that may be subsequently reclassified to profit or loss:
Change in value of available-for-sale financial assets (Note 5)		(16	)		-
Total Comprehensive Loss for the period		3,542			1,784


Basic and Diluted Loss per Share	$	(0.01	)	$	(0.01	)


Weighted Average Number of Shares		276,470,266			275,592,892

- See Accompanying Notes -

PolyMet Mining Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
Unaudited - All figures in thousands of U.S. Dollars, except for number of shares

	Share Capital (authorized = unlimited)								Accumulated
			Paid-in						Other							Total
	Issued		Share		Share		Contributed		Comprehensive		Equity					Shareholders'
	Shares		Capital		Premium		Surplus		Income		Reserves		Deficit			Equity
Balance - January 31, 2014	275,575,392	$	240,330	$	3,007	$	49,543	$	-	$	49,543	$	(96,548	)	$	196,332
Loss and comprehensive loss for the period	-		-		-		-		-		-		(1,784	)		(1,784	)
Exercise of share options (Note10)	75,000		81		-		-		-		-		-			81
Share-based compensation (Note 10)	-		80		-		207		-		207		-			287
Bonus share cost amortization (Note 10)	-		-		-		143		-		143		-			143
Balance - April 30, 2014	275,650,392	$	240,491	$	3,007	$	49,893	$	-	$	49,893	$	(98,332	)	$	195,059

	Share Capital (authorized = unlimited)								Accumulated
			Paid-in						Other							Total
	Issued		Share		Share		Contributed		Comprehensive		Equity					Shareholders'
	Shares		Capital		Premium		Surplus		Income		Reserves		Deficit			Equity
Balance - January 31, 2015	276,351,374	$	241,489	$	3,007	$	51,704	$	-	$	51,704	$	(103,824	)	$	192,376
Loss and comprehensive loss for the period	-		-		-		-		16		16		(3,558	)		(3,542	)
Payment of land purchase options	38,321		49		-		-		-		-		-			49
Share-based compensation (Note 10)	115,888		124		-		222		-		222		-			346
Bonus share cost amortization (Note 10)	-		-		-		105		-		105		-			105
Balance - April 30, 2015	276,505,583	$	241,662	$	3,007	$	52,031	$	16	$	52,047	$	(107,366	)	$	189,334

- See Accompanying Notes -

PolyMet Mining Corp.
Condensed Interim Consolidated Statements of Cash Flows
Unaudited - All figures in thousands of U.S. Dollars

		Three months ended April 30
		2015			2014

Operating Activities
Loss for the period	$	(3,558	)	$	(1,784	)
Items not involving cash
Amortization		8			8
Environmental rehabilitation provision accretion (Note 6)		369			428
Share-based compensation (Note 10)		126			149
Unrealized foreign exchange gain		(2	)		(4	)
Loss on disposal of Wetland Credit Intangible (Note 5)		1,852			-
Interest income		(4	)		(18	)
Changes in non-cash working capital
Amounts receivable		(74	)		1,305
Prepaid expenses		(18	)		(105	)
Accounts payable and accrued liabilities		(215	)		(1,069	)
Interest received		4			18
Net cash used in operating activities		(1,512	)		(1,072	)

Financing Activities
Share issuance proceeds, net of costs (Note 10)		-			81
Debenture funding, net of costs (Notes 7 and 9)		7,954			-
Net cash provided by financing activities		7,954			81

Investing Activities
Property, plant and equipment purchases (Note 4)		(5,706	)		(8,116	)
Wetland Credit Intangible purchases (Note 5)		(100	)		(100	)
Net cash used in investing activities		(5,806	)		(8,216	)

Net Increase (Decrease) in Cash and Cash Equivalents		636			(9,207	)
Effect of foreign exchange on Cash and Cash Equivalents		2			4
Cash and Cash Equivalents at beginning of period		9,301			32,790
Cash at end of period	$	9,939		$	23,587

Supplementary information:
Accounts payable and accrued liabilities related to PP&E	$	988		$	504
Accretion and capitalized interest on debt (Notes 7, 8, and 9)	$	716		$	448
Share-based compensation related to PP&E (Note 10)	$	220		$	138
Bonus Shares amortization related to PP&E (Note 10)	$	105		$	143
Shares issued for land options	$	49		$	-

- See Accompanying Notes -

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

1.	Nature of Business and Liquidity

	PolyMet Mining Corp. (“PolyMet” or the “Company”) was incorporated in British Columbia, Canada on March 4, 1981 under the name Fleck Resources Ltd. The Company changed its name from Fleck Resources to PolyMet Mining Corp. on June 10, 1998. The Company is engaged in the exploration and development of natural resource properties. The Company’s primary mineral property is the NorthMet Project (“NorthMet” or “Project”), a polymetallic project in northeastern Minnesota, USA which comprises the NorthMet copper-nickel-precious metals ore body and the Erie Plant, a processing facility located approximately six miles from the ore body. The realization of the Company’s investment in NorthMet and other assets is dependent upon various factors, including the existence of economically recoverable mineral reserves, the ability to complete the environmental review and obtain permits necessary to construct and operate NorthMet, the ability to obtain financing necessary to complete the exploration and development of NorthMet, and future profitable operations or alternatively, disposal of the investment on an advantageous basis.

	On September 25, 2006, the Company received the results of a Definitive Feasibility Study prepared by Bateman Engineering Pty Ltd and NorthMet moved from the exploration stage to the development stage. An updated Technical Report under National Instrument 43-101 incorporating numerous project improvements was filed in January 2013.

	The corporate address and records office of the Company are located at 100 King Street West, Suite 5700, Toronto, Ontario, Canada M5X 1C7, and 700 West Georgia, 25^thFloor, Vancouver, British Columbia, Canada, V7Y 1B3, respectively. The executive office of Poly Met Mining, Inc. (“PolyMet US”), the Company’s wholly-owned subsidiary, is located at 444 Cedar Street, Suite 2060, St. Paul, Minnesota, United States of America, 55101.

	The condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of operations.

	Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due and arises through the excess of financial obligations over available financial assets due at any point in time. As at April 30, 2015, PolyMet had cash of $9.939 million and a working capital deficiency of $48.557 million primarily due to the $33.840 million convertible debt and $16.097 non- convertible debt due to Glencore AG, a wholly owned subsidiary of Glencore plc (together “Glencore”) being classified as a current liability. If Glencore does not exchange the convertible debt for common shares upon maturity, PolyMet will need to renegotiate the agreement or raise sufficient funds to repay the convertible debt. While in the past the Company has been successful in renegotiating debt and closing financing agreements, there can be no assurance it will be able to do so again.

	Management believes that, based upon the underlying value of the NorthMet Project, the advanced stage of permitting, the ongoing financing arrangements with Glencore (see Notes 7, 8, and 9) and the ongoing discussions with numerous investment banks and investors including Glencore regarding potential financing, that financing will continue to be available from Glencore and/or other potential third party sources allowing the Company to meet its current obligations, as well as fund ongoing development, capital expenditures and administration expenses in accordance with the Company’s spending plans for the next twelve months.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

2.	Summary of Significant Accounting Policies

	a) Statement of Compliance
	These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including IAS 34, Interim Financial Reporting and follow the same accounting policies and methods of application as set out in Note 2 of the audited consolidated financial statements for the year ended January 31, 2015. These condensed interim consolidated financial statements do not include all the information and note disclosures required by IFRS for annual financial statements and therefore should be read in conjunction with the Company’s audited consolidated financial statements for the year ended January 31, 2015. These condensed interim consolidated financial statements were approved by the Board of Directors on June 15, 2015.

	b) Future Accounting Changes
	The Company anticipates that all of the relevant pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Company’s financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements and are therefore not discussed below.

	IFRS 15 – Revenue from Contracts with Customers

	IFRS 15 establishes principles for reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s contract with customers and is effective for annual periods beginning on or after January 1, 2017 with early adoption permitted. The Company is currently assessing the impact of adopting IFRS 15 on its consolidated financial statements.

	IFRS 9 – Financial Instruments - Classification and Measurement

	IFRS 9 provides a revised model for recognition, measurement and impairment of financial instruments and is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. The Company is currently assessing the impact of adopting IFRS 9 on its consolidated financial statements.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

3.	Mineral Property Agreements

	NorthMet, Minnesota, U.S.A.
	Pursuant to an agreement dated January 4, 1989, subsequently amended and assigned, the Company leases certain property in St. Louis County, Minnesota from RGGS Land & Minerals Ltd., L.P. The initial term of the perpetually renewable lease was 20 years and called for total lease payments of $1.475 million. The Company can, at its option, terminate the lease at any time by giving written notice to the lessor not less than 90 days prior to the effective termination date or can indefinitely extend the term by continuing to make $150,000 annual lease payments on each successive anniversary date. All lease payments have been paid or accrued to April 30, 2015. The next payment is due in January 2016.

	The lease payments are considered advance royalty payments and shall be deducted from future production royalties payable to the lessor, which range from 3% to 5% based on the net smelter return per ton received by the Company. The Company’s recovery of $2.375 million in advance royalty payments is subject to the lessor receiving an amount not less than the amount of the annual lease payment due for that year.

	Pursuant to an agreement effective December 1, 2008, the Company leases certain property in St. Louis County, Minnesota from LMC Minerals. The initial term of the renewable lease is 20 years and calls for minimum annual lease payments of $3,000 for the first four years after which the minimum annual lease payment increased to $30,000. The initial term may be extended for up to four additional five-year periods on the same terms. All lease payments have been paid or accrued to April 30, 2015. The next payment is due in November 2015.

	The lease payments are considered advance royalty payments and will be deducted from future production royalties payable to the lessor, which range from 3% to 5% based on the net smelter return per ton received by the Company. The Company’s recovery of $0.099 million in advance royalty payments is subject to the lessor receiving an amount not less than the amount of the annual lease payment due for that year.

	Pursuant to the leases, PolyMet holds mineral rights and the right to mine upon receiving the required permits. PolyMet has proposed to acquire surface rights through a land exchange with the United States Forest Service (see Note 9).

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

4.	Mineral Property, Plant and Equipment

	Details of Mineral Property, Plant, and Equipment are as follows:

					Other fixed
Net Book Value		NorthMet			assets			Total
Balance at January 31, 2015	$	296,102		$	145		$	296,247
Additions		7,526			5			7,531
Changes to environmental rehabilitation provision (Note 6)		(4,444	)		-			(4,444	)
Amortization		-			(18	)		(18	)
Balance at April 30, 2015	$	299,184		$	132		$	299,316

		April 30,		January 31,
NorthMet		2015		2015
Mineral property acquisition and interest costs	$	48,740	$	48,051
Mine plan and development		41,152		40,451
Environmental		83,065		78,866
Consulting and wages		42,801		41,247
Reclamation and remediation (Note 6)		65,010		69,454
Site activities		17,467		17,084
Mine equipment		949		949

Total	$	299,184	$	296,102

Erie Plant, Minnesota, U.S.A.

In February 2004, the Company entered into an option with Cliffs Natural Resources Inc. (“Cliffs”) to purchase 100% ownership of large parts of the former LTV Steel Mining Company ore processing plant in northeastern Minnesota (the “Erie Plant”). The Company exercised this option on November 15, 2005 under the Asset Purchase Agreement with Cliffs.

On December 20, 2006, the Company acquired, from Cliffs, property and associated rights sufficient to provide it with a railroad connection linking the mine development site and the Erie Plant. The transaction also included a railcar fleet, locomotive fuelling and maintenance facilities, water rights and pipelines, administrative offices on site and 6,000 acres of land to the east and west of and contiguous to its existing tailing facilities.

The consideration paid for the Erie Plant and associated infrastructure was $18.9 million in cash and 9,200,547 shares at a fair market value of $13.953 million.

The Company indemnified Cliffs for reclamation and remediation obligations as a result of the above purchases (see Note 6). These obligations are presently contractual in nature under the terms of the purchase agreements with Cliffs. Once the Company obtains its permit to mine and Cliffs is released from its obligations by the State agencies, the Company’s obligations will be direct with the governing bodies.

During the three months ended April 30, 2015, the Company capitalized 100% of the borrowing costs on the convertible debt (see Note 8) and non-convertible debt (see Note 9) in the amount of $0.716 million (April 30, 2014 - $0.448 million) as part of the cost of NorthMet assets. As NorthMet assets are not in use or capable of operating in a manner intended by management, no amortization of these assets has been recorded to April 30, 2015.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

5.	Wetland Credit Intangible

	Details of Wetland Credit Intangibles are as follows:

		Three months ended			Year ended
		April 30, 2015			January 31, 2015
Wetland Credit Intangible – beginning of period	$	6,192		$	6,092
Additional investment		100			100
Disposal		(4,404	)		-

Wetland Credit Intangible – end of period	$	1,888		$	6,192

In March 2012 the Company acquired a secured interest in land owned by AG for Waterfowl, LLP ("AG") that is permitted for wetland restoration. AG subsequently assigned the agreement to EIP Minnesota, LLC (“EIP”) in September 2012. EIP will restore the wetlands and, upon completion, wetland credits are to be issued by the proper governmental authorities.

As part of the initial consideration, AG holds warrants to purchase 1,249,315 common shares at $1.3007 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day volume weighted average price (“VWAP”) of PolyMet shares is equal to or greater than $3.00 and PolyMet provides notice to AG that it has received permits necessary to start construction of the NorthMet Project. The exercise price of the purchase warrants and the number of warrants are subject to conventional anti-dilution provisions.

In April 2015, the Company entered into a revised agreement with EIP whereby EIP will seek to sell credits that PolyMet does not need to third parties and, over time, reimburse PolyMet for its costs. The financial asset has been designated as available for sale. Upon closing of the transaction, the Company recognized the receivable at fair value calculated using a 9.25% discount rate and 12 year term resulting in a receivable of $2.552 million and a non-cash loss of $1.852 million. The Company accounted for subsequent fair value changes through other comprehensive income or loss. Under the agreement, PolyMet retains the right to purchase up to 300 credits until February 28, 2017 with additional payments due only if PolyMet exercises that right in part or in full.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

6.	Environmental Rehabilitation Provision

	Details of Environmental Rehabilitation Provision are as follows:

		Three months ended			Year ended
		April 30, 2015			January 31, 2015
Environmental Rehabilitation Provision – beginning of period	$	72,260		$	51,144
Change in estimated liability		-			9,867
Liabilities discharged		(263	)		(977	)
Accretion expense		369			1,639
Change in risk-free interest rate		(4,444	)		10,587
Environmental Rehabilitation Provision – end of period		67,922			72,260
Less current portion		(2,326	)		(1,724	)

Non-current portion	$	65,596		$	70,536

Federal, state and local laws and regulations concerning environmental protection affect the Company’s NorthMet assets. As part of the consideration for the Cliffs Purchase Agreements (see Note 4), the Company indemnified Cliffs for reclamation and remediation obligations of the acquired property. The Company’s provisions are based upon existing laws and regulations. It is not currently possible to estimate the impact on operating results, if any, of future legislative or regulatory developments.

In April 2010, Cliffs entered into a consent decree with the Minnesota Pollution Control Agency (“MPCA”) relating to alleged violations on the Cliffs Erie Property. This consent decree required both short-term and long-term mitigation. Field study activities were completed in 2010 and 2011 and short-term mitigations were initiated in 2011 as outlined in the plans and approved by the MPCA. In April 2012, long-term mitigation plans were submitted to the MPCA for its review and approval. In October 2012, a response was received from the MPCA approving plans for pilot tests of various treatment options to determine the best course of action. Although there is substantial uncertainty related to applicable water quality standards, engineering scope, and responsibility for the financial liability, the October 2012 response from the MPCA and subsequent communication provides clarification to the potential liability for the long-term mitigation included in the Company’s environmental rehabilitation provision. This resulted in a $9.9 million increase to the provision during the year ended January 31, 2015.

The Company’s best estimate of the environmental rehabilitation provision at April 30, 2015 was $67.9 million (January 31, 2015 - $72.3 million) based on estimated cash flows required to settle this obligation in present day costs of $72.3 million (January 31, 2015 - $72.6 million), an annual inflation rate of 2.00% (January 31, 2015 – 2.00%) and a risk-free interest rate of 2.49% (January 31, 2015 – 2.04%) . Payments are expected to occur over a period of approximately 31 years.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

7.	Glencore Financing

	Since October 31, 2008 the Company and Glencore have entered into a series of financing agreements and a marketing agreement whereby Glencore committed to purchase all of the Company’s production of concentrates, metal, or intermediate products on market terms at the time of delivery for at least the first five years of production. As part of the 2013 financing agreement, PolyMet and Glencore entered into a Corporate Governance Agreement whereby from January 1, 2014 as long as Glencore holds 10% or more of PolyMet's shares (on a fully diluted basis) Glencore shall have the right, but not obligation to designate at least one director and not more than the number of directors proportionate to Glencore's fully diluted ownership of PolyMet, rounded down to the nearest whole number, such number to not exceed 49% of the total board.

	The financing agreements comprise $25.0 million initial principal debentures in calendar 2008 drawn in four tranches (Tranches A through D, together the “2008 Debentures”), $25.0 million placement of PolyMet common shares in calendar 2009 in two tranches, $30.0 million placement of PolyMet common shares in calendar 2010 in three tranches (the “2010 Agreement”), $20.0 million placement of PolyMet common shares in calendar 2011 in one tranche (the “2011 Agreement”), $20.960 million purchase of PolyMet common shares in the Rights Offering (the “2013 Agreement”), and $30.0 million initial principal debentures in calendar 2015 drawn and to be drawn in four trances (the “2015 Debentures”). As a result of the series of financing transactions and the purchase by Glencore of PolyMet common shares previously owned by Cliffs, Glencore's current ownership and ownership rights of PolyMet comprises:

	•	78,724,821 shares representing 28.5% of PolyMet's issued shares;

	•	$25.0 million initial principal floating rate secured debentures due September 30, 2015 (see Note 8). Including capitalized and accrued interest as at April 30, 2015, these debentures are exchangeable at $1.2920 per share into 26,192,886 common shares of PolyMet upon PolyMet giving Glencore ten days notice that it has received permits necessary to start construction of NorthMet and availability of senior construction finance in a form reasonably acceptable to Glencore (“Early Maturity Event”) or are repayable on September 30, 2015. The exercise price of the exchange warrants and the number of warrants are subject to conventional anti-dilution provisions; and

	•	Glencore holds warrants to purchase 6,458,001 million common shares at $1.3007 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day volume weighted average price (“VWAP”) of PolyMet common shares is equal to or greater than 150% of the exercise price and occurrence of the Early Maturity Event. The exercise price of the purchase warrants and the number of warrants are subject to conventional anti-dilution provisions.

If Glencore were to exercise all of its rights and obligations under these agreements, it would own 111,375,708 common shares of PolyMet, representing 36.0% on a partially diluted basis, that is, if no other options or warrants were exercised or 33.4% on a fully diluted basis, if all other options and warrants were exercised, whether they are in-the-money or not.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

7.	Glencore Financing - Continued

	2015 Agreement
	On January 28, 2015, the Company amended its previous financing arrangement and agreed to issue to Glencore new Tranche F, G, H, and I debentures with the total principal amount of $30.0 million. Tranche F in the amount of $8.0 million was issued on January 30, 2015 (see Note 9). Tranche G in the amount of $8.0 million was issued on April 15, 2015 (see Note 9). Tranches H and I in the amounts of $8 million and $6 million, respectively, are to be issued on or before July 1 and October 1, 2015, respectively. The 2015 Debentures bear interest at 12-month US dollar LIBOR plus 8.0% per annum payable in cash upon maturity and mature on the earlier of (i) the availability of at least $100 million of finance provided the Company demonstrates repayment is prudent or (ii) March 31, 2016. The Company provided security by way of a guarantee and a pledge of the assets of the Company and its wholly-owned subsidiary. The Company recognized the 2015 Debentures initially at fair value and subsequently accounted for the debentures at amortized cost. Transaction costs for the financing were $0.150 million.

8.	Convertible Debt

	Details of the Convertible Debt are as follows:

		Three months ended			Year ended
		April 30,			January 31,
		2015			2015
Convertible Debt – beginning of period	$	33,451		$	31,967
Accretion and capitalized interest		389			1,484
Convertible Debt – end of period		33,840			33,451
Less current portion		(33,840	)		(33,451	)

Non-current portion	$	-		$	-

On October 31, 2008, the Company issued $25.0 million of Debentures to Glencore that bear interest at 12-month US dollar LIBOR plus 4.0%, compounded quarterly. Interest is payable in cash or by increasing the principal amount of the Debentures, at Glencore’s option. At April 30, 2015, $8.840 million (January 31, 2015 - $8.451 million) of interest had been accreted and capitalized to the principal amount of the debt since inception. The Company has provided security on the Debentures covering all of the assets of PolyMet and PolyMet US, including a pledge of PolyMet’s 100% shareholding in PolyMet US. The due date of the Debentures is the earlier of (i) the Early Maturity Event (see Note 7), and (ii) September 30, 2015, on which date all principal and interest accrued to such date will be due and payable. Upon occurrence of the Early Maturity Event and at the Company’s option, the initial principal and capitalized interest are exchangeable into common shares of PolyMet at $1.2920 per share. Glencore has the right to exchange some or all of the debentures at any time under the same conversion terms. All borrowing costs were eligible for capitalization and 100% of these costs were capitalized during the three months ended April 30, 2015.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

9.	Non-Convertible Debt

	Details of Non-Convertible Debt are as follows:

		April 30,			January 31,
		2015			2015
IRRRB debt (Note 9a)	$	4,699		$	4,614
Glencore debt (Note 9b)		16,097			7,855
Total Non-Convertible Debt		20,796			12,469
Less current portion		(20,796	)		(4,614	)

Non-current portion	$	-		$	7,855

	a)	IRRRB debt

		On June 30, 2011, the Company closed a $4.0 million loan from Iron Range Resources & Rehabilitation Board ("IRRRB"), a development agency created by the State of Minnesota to stabilize and enhance the economy of northeastern Minnesota. At the same time, the Company exercised its options to acquire two tracts of land as part of the proposed land exchange with the U.S. Forest Service (“USFS”). The loan is secured by the land acquired, carries a fixed interest rate of 5% per annum, compounded annually, and is repayable on the earlier of June 30, 2016 or the date which the related land is exchanged with the USFS. The loan is classified as current as the land exchange is expected to occur within 12 months from April 30, 2015. The Company has issued warrants giving the IRRRB the right to purchase 461,286 shares of its common shares at $2.1678 per share at any time until the earlier of June 30, 2016 and one year after permits are received (“IRRRB Warrants”). All borrowing costs were eligible for capitalization and 100% of these costs were capitalized during the three months ended April 30, 2015.

	b)	Glencore debt

		On January 30, 2015, the Company issued $8.0 million Tranche F debentures to Glencore that bear interest at 12-month US dollar LIBOR plus 8.0%. On April 15, 2015, the Company issued $8.0 million Tranche G debentures to Glencore that bear interest at 12-month US dollar LIBOR plus 8.0%. The Company has provided security on these debentures covering all of the assets of PolyMet and PolyMet US, including a pledge of PolyMet’s 100% shareholding in PolyMet US. The due date of these debentures is the earlier of (i) the availability of at least $100 million of finance provided the Company demonstrates repayment is prudent or (ii) March 31, 2016, on which date all principal and interest accrued to such date will be due and payable. All borrowing costs were eligible for capitalization and 100% of these costs were capitalized during the three months ended April 30, 2015.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

10.	Share Capital

	a)	Share Issuances for Cash

		During the three months ended April 30, 2015 the Company issued no shares (April 30, 2014 – 75,000) pursuant to the exercise of share options for proceeds of $nil (April 30, 2014 - $0.081 million).

	b)	Share-Based Compensation

		The Omnibus Share Compensation Plan (“Omnibus Plan”) was created to align the interests of the Company’s employees, directors, officers and consultants with those of shareholders. Effective May 25, 2007, the Company adopted the Omnibus Plan, which was approved by the Company’s shareholders’ on June 27, 2007, modified and further ratified and reconfirmed by the Company’s shareholders most recently on July 10, 2012. The Omnibus Plan restricts the award of share options, restricted shares, restricted share units, and other share-based awards to 10% of the common shares issued and outstanding on the grant date, excluding 2,500,000 common shares pursuant to an exemption approved by the Toronto Stock Exchange. Options granted may not exceed a term of ten years and expire if the grantee ceases to be qualified to receive options from the Company.

		During the three months ended April 30, 2015, the Company recorded $0.346 million for share- based compensation (April 30, 2014 - $0.287 million) with $0.126 million expensed to share- based compensation (April 30, 2014 - $0.149 million) and $0.220 million capitalized to mineral property, plant and equipment (April 30, 2014 - $0.138 million). The offsetting entries were to warrants and share-based payment reserve. Total share-based compensation for the period comprised $0.133 million for share options (April 30, 2014 - $0.084 million) and $0.213 million for restricted shares and restricted share units (April 30, 2014 - $0.203 million). Vesting of restricted share units during the period resulted in $0.124 million being transferred from warrants and share-based payment reserve to share capital compared with April 30, 2014 when exercise of share options resulted in $0.081 million being transferred from warrants and share-based payment reserve to share capital.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

10.	Share Capital - Continued

	c)	Share Options

		Details of share options are as follows:

Three months ended

Year ended

April 30, 2015

January 31, 2015

Weighted

Weighted

Average

Average

Number of

Exercise

Number of

Exercise

Options

Price ⁽¹

⁾

Options

Price

Outstanding – beginning of period

21,085,002

1.33

18,659,000

1.41

Granted

338,000

1.50

2,701,002

1.17

Exercised

(75,000

)

1.08

Expired

(200,000

)

1.02

Outstanding – end of period

21,423,002

1.36

21,085,002

1.33

⁽¹⁾

For information purposes, those share options granted with an exercise price in Canadian dollars (“CDN”) have been translated to the Company’s reporting currency using the exchange rate as at April 30, 2015 of 1.00 US$ = 1.2022 CDN$.

The fair value of share options granted was estimated at the date of grant using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

	Three months ended	Year ended
	April 30, 2015	January 31, 2015
Risk-free interest rate	0.93%	0.51% to 0.76%
Expected dividend yield	Nil	Nil
Expected forfeiture rate	Nil	Nil
Expected volatility	49.61%	50.97% to 57.08%
Expected life in years	2.50	2.00 to 3.00
Weighted average fair value of each option	$0.32	$0.20 to $0.41

The expected volatility reflects the Company’s expectation that historical volatility over a period similar to the life of the option is indicative of future trends, which may or may not necessarily be the actual outcome.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

10.	Share Capital - Continued

	c)	Share Options - Continued

		Details of share options outstanding as at April 30, 2015 are as follows:

	Number of	Number of
Range of Exercise	options	options	Weighted Average	Weighted Average
Prices ⁽¹⁾	outstanding	exercisable	Exercise Price ⁽¹⁾	Remaining Life
0.7110 to 0.8671	5,045,000	4,161,667	0.76	5.79
0.9300 to 1.1500	8,822,002	8,772,002	1.00	5.82
1.5000 to 1.9907	3,921,000	3,821,000	1.82	2.95
2.1422 to 2.4886	1,565,000	1,265,000	2.33	1.56
2.5059 to 3.3990	2,070,000	1,647,500	2.68	2.00
	21,423,002	19,667,169	1.36	4.61

⁽¹⁾

		As at April 30, 2015 all outstanding share options had vested and were exercisable, with the exception of 1,755,833, which were scheduled to vest upon completion of specific targets (EIS – 100,000; Permits – 908,333; Construction – 337,500; Production – 300,000; Other – 110,000). The outstanding share options have expiry periods between 0.01 and 9.20 years.

	d)	Restricted Shares and Restricted Share Units

		Details of restricted shares and restricted share units are as follows:

	Three months ended		Year ended
	April 30, 2015		January 31, 2015
Outstanding - beginning of period	2,130,286		1,615,510
Issued	-		849,522
Vested	(115,888	)	(334,746	)
Outstanding - end of period	2,014,398		2,130,286

As at April 30, 2015 outstanding restricted shares and restricted share units were scheduled to vest upon completion of specific targets (EIS – 91,353; Permits – 168,891; Production – 168,890; December 2015 – 909,574; December 2016 – 559,802; Other – 115,888).

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

10.	Share Capital - Continued

	e)	Bonus Shares

		Details of bonus shares are as follows:

Three months ended

Year ended

April 30, 2015

January 31, 2015

Authorized

Authorized

Allocated

& Unissued

Allocated

& Unissued

Outstanding – beginning of period

3,150,000

3,640,000

3,540,000

3,640,000

Forfeited

(390,000

)

Outstanding – end of period

3,150,000

3,640,000

3,150,000

3,640,000

		The bonus share incentive plan was established for the Company’s directors and key employees and was approved by the disinterested shareholders at the Company’s shareholders’ meeting held on May 28, 2004. The Company has authorized 3,640,000 bonus shares for the achievement of Milestone 4 representing commencement of commercial production at NorthMet at a time when the Company has not less than 50% ownership interest in NorthMet. At the Company’s Annual General Meeting of shareholders held on June 17, 2008, the disinterested shareholders approved the bonus shares for Milestone 4. Regulatory approval is required prior to issuance of these shares. The prior year period includes forfeiture by individuals upon ceasing to be a director or key employee of the Company.

		The fair value of these unissued bonus shares is being amortized until the estimated date of issuance. During the three months ended April 30, 2015, the Company recorded $0.105 million amortization related to Milestone 4 bonus shares (April 30, 2014 – $0.143 million), which was capitalized to Mineral Property, Plant and Equipment.

	f)	Share Purchase Warrants

		Details of share purchase warrants are as follows:

Three months ended

Year ended

April 30, 2015

January 31, 2015

Weighted

Weighted

Number of

Average

Number of

Average

Purchase

Exercise

Purchase

Exercise

Warrants

Price (US$)

Warrants

Price (US$)

Outstanding – beginning of period

8,168,602

1.35

8,168,602

1.35

Outstanding – end of period

8,168,602

1.35

8,168,602

1.35

The outstanding share purchase warrants have expiry periods between 0.67 and 1.17 years.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

11.	Finance Costs

	Details of finance costs are as follows:

		Three months ended April 30,
		2015		2014
Interest and financing costs, net	$	3	$	(18	)
Accretion of environmental rehabilitation provision (Note 6)		369		428

Finance costs	$	372	$	410

12.	Related Party Transactions

	The Company conducted transactions with senior management, directors and persons or companies related to these individuals, and paid or accrued amounts as follows:

		Three months ended April 30,
		2015		2014
Salaries and other short-term benefits	$	273	$	320
Other long-term benefits		10		13
Total	$	283	$	333

	There are agreements with key employees that contain severance provisions for termination without cause or in the event of a take-over bid. Other than the President and Chief Executive Officer, none of PolyMet’s other directors has a service contract with the Company providing for benefits upon termination of their employment.

	As a result of Glencore’s ownership of 28.5% of the Company it is also a related party. Transactions with Glencore are described in Notes 7, 8, and 9.

13.	Commitments and Contingencies

	In addition to items described elsewhere in these financial statements:

	a)	As at April 30, 2015, the Company had firm commitments related to the environmental review process, land options, consultants, and rent of approximately $3.6 million with the majority due over the next year and the remainder due over three years.

	b)	As at April 30, 2015, the Company had non-binding commitments to maintain its mineral lease rights of $0.180 million with all due in the next year.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

14.	Financial Instruments and Risk Management

	The Company’s financial instruments are classified as loans and receivables, available for sale, and other financial liabilities.

	The carrying values of each classification of financial instrument at April 30, 2015 are:

						Other
		Loans and		Available		financial		Total carrying
		receivables		for sale		liabilities		value
Financial assets
Cash	$	9,939	$	-	$	-	$	9,939
Amounts receivable		455		2,568		-		3,023
Total financial assets	$	10,394	$	2,568	$	-	$	12,962

Financial liabilities
Accounts payable and accrued liabilities	$	-	$	-	$	3,400	$	3,400
Convertible debt		-		-		33,840		33,840
Non-convertible debt		-		-		20,796		20,796
Total financial liabilities	$	-	$	-	$	58,036	$	58,036

The carrying values of each classification of financial instrument at January 31, 2015 are:

				Other
		Loans and		financial		Total carrying
		receivables		liabilities		value
Financial assets
Cash	$	9,301	$	-	$	9,301
Amounts receivable		381		-		381
Total financial assets	$	9,682	$	-	$	9,682

Financial liabilities
Accounts payable and accrued liabilities	$	-	$	2,673	$	2,673
Convertible debt		-		33,451		33,451
Non-convertible debt		-		12,469		12,469
Total financial liabilities	$	-	$	48,593	$	48,593

Fair Value Measurements

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level measurements). The three levels of the fair value hierarchy are described below:

	Level 1 –	Quoted prices (unadjusted) in active markets for identical assets or liabilities.
	Level 2 –	Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
	Level 3 –	Inputs for the asset or liability that are not based on observable market data.

PolyMet Mining Corp.

Notes to Condensed Interim Consolidated Financial Statements

As at April 30, 2015 and for the three months ended April 30, 2015

Unaudited - Tabular amounts in thousands of U.S. Dollars, except for number of shares and price per share

14.	Financial Instruments and Risk Management - Continued

	The fair values of cash, current amounts receivable, and accounts payable and accrued liabilities approximate their carrying amounts due to their short-term nature. The fair value of available for sale amounts receivable are based on cash flows discounted using a rate based on the market interest rate and the risk premium specific to the asset. The fair value of convertible debt and non-convertible debt approximates the carrying amount at amortized cost using the effective interest method.

	Liquidity Risk

	Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due and arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time and is achieved by maintaining sufficient cash. See additional discussion in Note 1.

POLYMET MINING CORP.

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended April 30, 2015

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

General

The following information, prepared as at June 15, 2015 should be read in conjunction with the unaudited condensed interim consolidated financial statements of PolyMet Mining Corp. (“PolyMet” or the “Company”) as at April 30, 2015 and for the three months ended April 30, 2015 and related notes attached thereto, which are prepared in accordance with IAS 34, Interim Financial Reporting and in conjunction with the audited consolidated financial statements for the year ended January 31, 2015 prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are expressed in United States (“US”) dollars unless otherwise indicated.

The Audit Committee of the Board of Directors of the Company, consisting of directors who are all independent, has reviewed this document pursuant to its mandate and charter.

Forward Looking Statements

This Management Discussion and Analysis (“MD&A”) contains statements that constitute "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements appear in a number of different places in this MD&A and can frequently, but not always, be identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, “projects”, “plans” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved or their negatives or other comparable words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause PolyMet’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Forward-looking statements include statements regarding the outlook for the Company’s future operations, plans and timing for PolyMet’s exploration and development programs, statements about future market conditions, supply and demand conditions, forecasts of future costs and expenditures, the outcome of legal proceedings, and other expectations, intentions and plans that are not historical fact. The Company’s actual results may differ materially from those in the forward-looking statements due to risks facing PolyMet or due to actual facts differing from the assumptions underlying the Company’s predictions.

The forward-looking statements contained in this MD&A are based on assumptions, which include, but are not limited to:

Completion of environmental review on the expected timeframe;
Obtaining permits on a timely basis;
Raising the funds necessary to develop the NorthMet Project and continue operations;
Execution of prospective business plans;
Effectively managing currency market fluctuations; and
Complying with applicable governmental regulations and standards.

Such forward-looking statements are subject to risks, uncertainties and other factors, including those listed or incorporated by reference under “Risk Factors” in the Form 20-F. These risks, uncertainties and other factors include, but are not limited to:

Changes in general economic and business conditions, including changes in interest rates and exchange rates;
Changes in the resource market including prices of natural resources, costs associated with mineral exploration and development, and other economic conditions;
Natural phenomena;
Actions by governments and authorities including changes in government regulation;
Uncertainties associated with legal proceedings; and
Other factors, many of which are beyond the Company’s control.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

All forward-looking statements included in this MD&A are based on information available to the Company on the date of this MD&A. The Company expressly disclaims any obligation to update publicly, or otherwise, these statements, whether as a result of new information, future events or otherwise except to the extent required by law, rule or regulation. Readers should not place undue reliance on forward-looking statements. Readers should carefully review the cautionary statements and risk factors contained in this and all other documents that the Company files from time to time with regulatory authorities.

Cautionary note to U.S. investors: the terms “measured and indicated mineral resource”, “mineral resource”, and “inferred mineral resource” used in this Management Discussion and Analysis are Canadian geological and mining terms as defined in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves. U.S. investors are advised that while such terms are recognized and required under Canadian regulations, the SEC does not recognize these terms. Mineral Resources do not have demonstrated economic viability. It cannot be assumed that all or any part of a Mineral Resource will be upgraded to Mineral Reserves. Under Canadian rules, estimates of inferred mineral resources may not form the basis of or be included in feasibility or other studies. U.S. investors are cautioned not to assume that any part of an inferred mineral resource exists, or is economically or legally mineable.

Summary of Business

PolyMet is a Toronto Stock Exchange and NYSE MKT listed Issuer engaged in the exploration and development of natural resource properties. The Company’s primary mineral property and principal focus is the commercial development of its NorthMet Project (“NorthMet” or “Project”), a polymetallic project in northeastern Minnesota, USA which hosts copper, nickel, cobalt and platinum group metal mineralization.

The NorthMet ore body is at the western end of a series of known copper-nickel-precious metals deposits in the Duluth Complex, Completion of the Definitive Feasibility Study (“DFS”) in 2006 established proven and probable reserves, positioning NorthMet as the most advanced of the four advanced projects in the Duluth Complex: namely, from west to east NorthMet, Mesaba, Serpentine, and Nokomis.

PolyMet acquired the Erie Plant through three Contracts for Deeds with Cliffs Erie LLC, a subsidiary of Cliffs Natural Resources Inc. (“Cliffs”). The plant is located about six miles west of the NorthMet ore body and comprises a 100,000 ton-per-day crushing and milling facility, a railroad and railroad access rights connecting the Erie Plant to the NorthMet ore body, tailings facilities, 120 railcars, locomotive fueling and maintenance facilities, water rights and pipelines, and large administrative offices on site.

The NorthMet Project covers a total of approximately 16,700 acres or 25.9 square miles comprising two areas: the NorthMet mine site totaling approximately 4,300 acres or 6.5 square miles of leased mineral rights and the Erie Plant site totaling approximately 12,400 acres or 19.4 square miles of freehold land. The property is located in St. Louis County in the Mesabi Iron Range mining district about 60 miles north of Duluth, Minnesota. The NorthMet Project is easily accessible via state and county roads. The surfaced County Highway 666 links the plant to the town of Hoyt Lakes, itself approximately 25 miles east of Virginia, Minnesota which is located on State Highway 53. The mine site is accessible by an all-season gravel road from the plant site and a private railroad crosses the property immediately south of the deposit and runs to the plant site. The plant site is serviced by commercial railroad which connects into the US national and Trans-Canadian railroad systems, as well as a private railroad providing access to port facilities located on Lake Superior. High-voltage power lines owned by Minnesota Power supply the plant site and there is ready access to industrial electric power at the mine site.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Environmental Review
Under the Minnesota Environmental Policy Act (“MEPA”) and the National Environmental Policy Act (“NEPA”), state and federal agencies are required to complete an Environmental Impact Statement (“EIS”) with periods for public review and comment before permits to construct and operate the Project can be issued.

PolyMet commenced the environmental review and permitting process in 2004. In 2005 the Minnesota Department of Natural Resources (“MDNR”) and U.S. the Army Corps of Engineers (“USACE”) were established as Co-lead Agencies for preparation of the NorthMet EIS. Three Minnesota Chippewa bands joined as Cooperating Agencies. Following publication of a draft EIS in 2010, the Co-lead Agencies announced that they intended to complete the EIS process by preparing a supplemental draft EIS (“SDEIS”) incorporating a proposed land exchange with the U.S. Forest Service (“USFS”) and expanded government agency cooperation, with the USFS joining as a federal Co-lead Agency. In 2011 the U.S. Environmental Protection Agency (“EPA”) joined as a Cooperating Agency.

In December 2013 the Co-lead Agencies published the supplemental draft EIS (“SDEIS”), which started a new 90-day period for public review and comment, including three public meetings. Since then, the Co-lead Agencies have been preparing responses to approximately 58,000 comments on the SDEIS which are being incorporated into the preliminary final EIS (“PFEIS”) for review by the Co-lead and Cooperating Agencies prior to publication of the final EIS in the Federal Register and the Minnesota Environmental Quality Board (“EQB”) Monitor, after which the Co-lead Agencies will be able to issue their Adequacy or Records of Decision.

Summary of Recent Events and Outlook

Highlights of Fiscal 2016 to Date

On June 9, 2015 the MDNR Commissioner stated that the PFEIS would be circulated to the Co-lead and Cooperating Agencies for review “very soon” with final decisions on the adequacy of the final EIS before the end of 2015.
PolyMet received the second tranche of $8 million from the $30 million Glencore AG, a wholly owned subsidiary of Glencore plc (together “Glencore”), loan facility on April 15, 2015. The remaining $14 million is scheduled to be drawn in two further tranches on or before July 1, 2015 and October 1, 2015.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Net cash used in operating and investing activities was $7.318 million, of which approximately $3 million was spent on environmental review and permitting as PolyMet pays its own engineering and legal consultants and also reimburses the state of Minnesota for its internal staff costs and the cost of the EIS Contractor. Other spending relates to maintaining existing infrastructure, engineering, and general corporate purposes.

Goals and Outlook for Remainder of Fiscal 2016
Publication of the final EIS and a subsequent adequacy decision by the MDNR and Records of Decision by the federal agencies are necessary before the land exchange can occur and various permits required to construct and operate the NorthMet Project can be issued.

The environmental review and permitting process is managed by the regulatory agencies and, therefore, timelines are not under PolyMet’s control. Understanding that, PolyMet’s objectives include:

Publication of the final EIS in the state EQB Monitor and the Federal Register, which PolyMet anticipates will be approximately three months after the PFEIS is circulated to the Co-lead and Cooperating Agencies;
The Company is preparing mining, air and water permit applications as the EIS process is completed;
Decision on state permits within 150 days of acceptance of applications, under state guidelines;
Records of Decision on the federal 404 Wetland Permit and the Land Exchange;
Completion of the Definitive Cost Estimate and Project Update; and
Construction finance plan including commitment of debt prior to the issuance of permits but subject to typical conditions precedent such as receipt of permits.

PolyMet expects to spend approximately $30 million during the year ended January 31, 2016. The primary focus remains completion of the environmental review and permitting process, which is anticipated to cost approximately $16 million during the year. Other areas of focus include engineering and completion of the definitive cost estimates, which is anticipated to cost approximately $3 million during the year.

PolyMet is in discussion with Glencore regarding a further extension of the $25 million initial principal convertible debenture and anticipates that either the term will be extended or Glencore will convert on or before September 30, 2015.

Prior to receipt of permits, the Company will seek to secure construction financing that would be available upon receipt of key permits, with construction and ramp-up to commercial production anticipated to take approximately 21 months.

The Company is in discussion with commercial banks and other financial institutions regarding construction finance.

Detailed Description of Business

Asset Acquisitions

In November 2005 the Company, through its Minnesota subsidiary Poly Met Mining, Inc. (“PolyMet US”), acquired the Erie Plant, which is located approximately six miles west of PolyMet’s NorthMet deposit. The plant was operated by Cliffs for many years and was acquired by Cliffs from LTV Steel Mining Company after its bankruptcy, at which time the plant was shut down with a view to a potential restart. The facility includes crushing and milling equipment, comprehensive spare parts, plant site buildings, real estate, tailings impoundments and mine workshops, as well as access to extensive mining infrastructure including roads, rail, water, and power.

PolyMet plans to refurbish and reactivate the crushing, concentrating and tailings facilities at the Erie Plant to produce concentrates containing copper, nickel, cobalt and precious metals. The Company plans to sell separate copper and nickel concentrates prior to completion of construction and commissioning of a new hydrometallurgical metal recovery processing facility which, when completed, will upgrade the nickel concentrates to produce a nickel-cobalt hydroxide and a precious metals precipitate.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

In December 2006 the Company acquired from Cliffs, property and associated rights sufficient to provide it with a railroad connection linking the mine development site and the Erie Plant. This transaction also included 120 railcars, locomotive fueling and maintenance facilities, water rights and pipelines, large administrative offices on site and 6,000 acres of land to the east and west of and contiguous to its existing tailing facilities.

PolyMet indemnified Cliffs for reclamation and remediation associated with the property under both transactions. In April 2010, Cliffs entered into a consent decree with the MPCA relating to alleged violations on the Cliffs Erie Property. This consent decree required both short-term and long-term mitigation. Field study activities were completed in 2010 and 2011 and short-term mitigations were initiated in 2011 as outlined in the plans and approved by the MPCA. In April 2012, long-term mitigation plans were submitted to the MPCA for its review and approval. In October 2012, a response was received from the MPCA approving plans for pilot tests of various treatment options to determine the best course of action. Although there is substantial uncertainty related to applicable water quality standards, engineering scope, and responsibility for the financial liability, the October 2012 response from the MPCA and subsequent communication provides clarification to the potential liability for the long-term mitigation included in the Company’s environmental rehabilitation provision.

Feasibility Study, Mineral Resources and Mineral Reserves

With publication of the DFS in September 2006, summarized in a NI 43-101 Technical Report, PolyMet established SEC-standard mineral reserves. Proven and probable mineral reserves were estimated at 181.7 million short tons grading 0.31% copper, 0.08% nickel and 0.012 ounces per short ton ("opt") of precious metals (palladium, platinum and gold).

In 2007 PolyMet reported an expansion in these proven and probable mineral reserves to an estimated 274.7 million short tons grading 0.28% copper, 0.08% nickel and 0.010 opt of precious metals. These mineral reserves lie within measured and indicated mineral resources of an estimated 694.2 million short tons grading 0.27% copper, 0.08% nickel and 0.010 opt of precious metals. The reserves are based on copper at $1.25 per pound, nickel at $5.60 per pound, and precious metal prices of $210, $800, and $400 per ounce respectively for palladium, platinum and gold.

In 2008 PolyMet reported revised plans that included the sale of concentrate during the construction and commissioning of new metallurgical facilities resulting in a shorter pre-production construction period and reduced estimates of capital costs prior to first revenues, with the new metallurgical facilities to be constructed during initial production and sales of concentrate and funded from cash flow from initial operations.

In 2011 PolyMet further simplified the proposed metallurgical process and planned to build the Project in two phases:

Phase I: produce and market concentrates containing copper, nickel, cobalt and precious metals; and
Phase II: process the nickel concentrate through a single autoclave, resulting in production and sale of high grade copper concentrate, value added nickel-cobalt hydroxide, and precious metals precipitate products.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

In 2013 PolyMet announced further improvements to the NorthMet Project that it anticipates will reduce the NorthMet Project’s environmental impacts. The reduced environmental impacts include: reductions in sulfur dioxide, mercury and greenhouse gas emissions at the plant site, capture of groundwater and surface seepage with the construction of an in ground containment system to the north and west of the existing tailings basin, and all contact water discharged from the NorthMet Project will be treated through reverse osmosis plants.

An Updated Technical Report under NI 43-101 describing these changes is filed on EDGAR and SEDAR.

PolyMet plans to complete a Definitive Cost Estimate and Project Update prior to commencement of construction. The Project Update will incorporate numerous process and project improvements, environmental controls described in the SDEIS and subsequent changes that will be reflected in the final EIS. The Project Update will also include detailed capital and operating costs reflecting the advanced stage of engineering and design.

Environmental Review and Permitting

PolyMet commenced the environmental review and permitting process in 2004. In 2005, the MDNR published its Environmental Assessment Worksheet Decision Document establishing the MDNR as the lead state agency and the USACE as the lead federal agency for preparation of an EIS for NorthMet.

In November 2009, the Co-lead Agencies published the NorthMet draft EIS, which marked the start of a period for public review and comment including two public meetings. The EPA issued an extensive comment letter and rating of the project and the draft EIS in its role as reviewer of projects that could impact the environment.

In June 2010, the Co-lead Agencies announced that they intended to complete the EIS process by preparing a supplemental draft EIS incorporating a proposed land exchange with the USFS and expanding government agency cooperation. The USFS joined the USACE as a federal Co-lead Agency and in June 2011, the EPA joined as a Cooperating Agency.

On December 6, 2013 the Co-lead Agencies published the SDEIS, which started a new period for public review and comment, including three public meetings. The EPA issued comments on the SDEIS, which included an EC-2 rating. The EC-2 rating is the highest rating for a proposed mining project, so far as the Company is aware. The highest rating LO (Lack of Objections) is typically applied to non-industrial projects such as the Upper Mississippi National Wildlife and Fish Refuge Comprehensive Conservation Plan Implementation. The EC-2 (Environmental Concerns) rating is the same as received by some other notable Minnesota projects including the Central Corridor Light Rail Project in the Twin Cities and the St. Croix River Crossing which have been built or are in the process of being constructed.

The SDEIS received approximately 58,000 comments, of which several thousand were substantive. The Co-lead Agencies have completed their analysis of all of the comments and assessment of modifications to the EIS, which are being incorporated into the PFEIS.

On June 9, 2015 the MDNR Commissioner stated that the PFEIS would be circulated to the Co-lead and Cooperating Agencies for review “very soon.” PolyMet anticipates that the final EIS will be published in the Federal Register and the Minnesota EQB Monitor about three months after the PFEIS is completed with final decisions on the adequacy of the final EIS before the end of 2015.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Publication of the final EIS and a subsequent adequacy decision by the MDNR and Record of Decision by the federal agencies are necessary before the land exchange can occur and various permits required to construct and operate the NorthMet Project can be issued. The Company is preparing mining, air and water permit applications as the EIS process is completed.

The environmental review and permitting process is managed by the regulatory agencies and, therefore, timelines are not under PolyMet’s control. PolyMet expects that, under state guidelines, there should be decisions on state permits within 150 days of the applications being accepted and Records of Decision on the federal 404 Wetland Permit and the land exchange before the end of 2015.

The major permits are:

U.S. Army Corps of Engineers

Section 404 Individual Permit for Impacted Wetlands

Minnesota Department of Natural Resources

Permit to Mine
Water Appropriations Permit
Dam Safety Permit
Wetland Replacement Plan

Minnesota Pollution Control Agency

National Pollutant Discharge Elimination System (NPDES) Permit (storm water)
State Disposal System (SDS) Permit
Air Emissions Permit

Financing Activities

The universal shelf registration on Form F-3 and short form base shelf prospectus were renewed in January 2013 for the same offering limit and covering the same securities. The universal shelf registration on Form F-3 allows PolyMet the option to offer and sell, from time to time in one or more offerings, up to $500 million of its debt securities, common shares, warrants and units in the United States for 36 months. The Company is currently evaluating the renewal of the universal shelf registration in Canada, which expired 25 months after its last renewal in January 2013. Unless otherwise specified the net proceeds from the offering of the securities will be used for construction finance for the Company’s copper, nickel, precious metals development project located in Minnesota and for working capital. There were no issuances of securities under these registrations during the three months ended April 30, 2015 or the year ended January 31, 2015.

Glencore Financing
Since October 31, 2008 the Company and Glencore have entered into a series of financing agreements and a marketing agreement whereby Glencore committed to purchase all of the Company’s production of concentrates, metal, or intermediate products on market terms at the time of delivery for at least the first five years of production. As part of the 2013 financing agreement, PolyMet and Glencore entered into a Corporate Governance Agreement whereby from January 1, 2014 as long as Glencore holds 10% or more of PolyMet's shares (on a fully diluted basis) Glencore shall have the right, but not obligation to designate at least one director and not more than the number of directors proportionate to Glencore's fully diluted ownership of PolyMet, rounded down to the nearest whole number, such number to not exceed 49% of the total board.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

The financing agreements comprise $25.0 million initial principal debentures in calendar 2008 drawn in four tranches (Tranches A through D, together the “2008 Debentures”), $25.0 million placement of PolyMet common shares in calendar 2009 in two tranches, $30.0 million placement of PolyMet common shares in calendar 2010 in three tranches, $20.0 million placement of PolyMet common shares in calendar 2011 in one tranche, $20.960 million purchase of PolyMet common shares in the Rights Offering, and $30.0 million initial principal debentures in calendar 2015 drawn and to be drawn in four tranches (the “2015 Debentures”). As a result of the series of financing transactions and the purchase by Glencore of PolyMet common shares previously owned by Cliffs, Glencore's current ownership and ownership rights of PolyMet comprises:

78,724,821 shares representing 28.5% of PolyMet's issued shares;
$25.0 million initial principal floating rate secured debentures due September 30, 2015. Including capitalized and accrued interest as at April 30, 2015, these debentures are exchangeable at $1.2920 per share into 26,192,886 common shares of PolyMet upon PolyMet giving Glencore ten days notice that it has received permits necessary to start construction of NorthMet and availability of senior construction finance in a form reasonably acceptable to Glencore (the “Early Maturity Event”) or are repayable on September 30, 2015. The exercise price of the exchange warrants and the number of warrants are subject to conventional anti-dilution provisions; and
Glencore holds warrants to purchase 6,458,001 million common shares at $1.3007 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day volume weighted average price (“VWAP”) of PolyMet common shares is equal to or greater than 150% of the exercise price and occurrence of the Early Maturity Event. The exercise price of the purchase warrants and the number of warrants are subject to conventional anti-dilution provisions.

On January 28, 2015, the Company amended its previous financing arrangement and agreed to issue to Glencore new Tranche F, G, H, and I debentures (“2015 Debentures”) with the total principal amount of $30.0 million. Tranche F in the amount of $8.0 million was issued on January 30, 2015. Tranche G in the amount of $8.0 million was issued on April 15, 2015. Tranches H and I in the amounts of $8 million and $6 million respectively are to be issued on or before July 1 and October 1, 2015 respectively. The 2015 Debentures bear interest at 12-month US dollar LIBOR plus 8.0% per annum payable in cash upon maturity and mature on the earlier of (i) the availability of at least $100 million of finance provided the Company demonstrates repayment is prudent or (ii) March 31, 2016. The Company provided security by way of a guarantee and a pledge of the assets of the Company and its wholly-owned subsidiary. The Company recognized the 2015 Debentures initially at fair value and subsequently accounted for the debentures at amortized cost. Transaction costs for the financing were $0.150 million.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Iron Range Resources & Rehabilitation Board ("IRRRB") Financing
On June 30, 2011, the Company closed a $4.0 million loan from IRRRB, a development agency created by the State of Minnesota to stabilize and enhance the economy of northeastern Minnesota. At the same time, the Company exercised its options to acquire two tracts of land as part of the proposed land exchange with the USFS. The loan is secured by the land acquired, carries a fixed interest rate of 5% per annum, compounded annually, and is repayable on the earlier of June 30, 2016 or the date which the related land is exchanged with the USFS. The loan is classified as current as the land exchange is expected to occur within 12 months from April 30, 2015. The Company has issued warrants giving the IRRRB the right to purchase 461,286 shares of its common shares at $2.1678 per share at any time until the earlier of June 30, 2016 and one year after permits are received.

AG for Waterfowl, LLP ("AG") Financing
In March 2012 the Company acquired a secured interest in land owned by AG that is permitted for wetland restoration. AG subsequently assigned the agreement to EIP Minnesota, LLC (“EIP”) in September 2012. EIP will restore the wetlands and, upon completion, wetland credits are to be issued by the proper governmental authorities.

As part of the initial consideration, AG holds warrants to purchase 1,249,315 common shares at $1.3007 per share at any time until December 31, 2015, subject to mandatory exercise if the 20-day VWAP of PolyMet shares is equal to or greater than $3.00 and PolyMet provides notice to AG that it has received permits necessary to start construction of the NorthMet Project. The exercise price of the purchase warrants and the number of warrants are subject to conventional anti-dilution provisions.

Rights Offering
On May 24, 2013, the Company filed the final prospectus for an offering of rights ("Rights") to holders of common shares of the Company (the "Rights Offering"). Every shareholder received one Right for each common share owned on June 4, 2013, the Record Date, and two Rights entitled the holder to acquire one new common share of the Company at $0.66 per share.

Upon the closing of the Rights Offering on July 5, 2013, the Company issued a total of 91,636,202 common shares for gross proceeds of $60.480 million. Expenses and fees relating to the Rights Offering were $2.108 million, including the $1.061 million standby commitment fee paid to Glencore, and reduced the gross proceeds recorded as share capital. The closing of the Rights Offering triggered customary anti-dilution provisions for outstanding warrants, share options, and unissued restricted share units.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

The key business objectives that the Company expected to accomplish with the proceeds of the Rights Offering were: (a) repayment of the Bridge Loan upon closing of the Rights Offering at a cost of $20.0 million (b) completion of the environmental review that is necessary for the issuance of permits required to construct and operate the NorthMet Project at a cost of approximately $17.0 million, (c) maintaining existing infrastructure at a cost of approximately $5.0 million, (d) completion of engineering needed to commence construction shortly after receipt of permits at a cost of approximately $10.0 million, and (e) initial procurement of long lead time equipment at a cost of approximately $10.0 million.

As at April 30, 2015, approximate proceeds usage from the Rights Offering was as follows:

Purpose		Planned			Actual To Date			Variance		Note
Cash on hand prior to closing	$	15,000		$	12,986		$	(2,014	)	⁽¹⁾
Rights Offering Proceeds		60,480			60,480			-0-
Rights Offering Expenses		(1,630	)		(2,108	)		(478	)	⁽²⁾
Repay Bridge Loan (principal)		(20,000	)		(20,000	)		-0-
Environmental Review & Permitting		(17,000	)		(29,488	)		(12,488	)	⁽³⁾
Maintain Existing Infrastructure		(5,000	)		(6,363	)		(1,363	)
Engineering		(10,000	)		(3,481	)		6,519		⁽⁴⁾
Procure Long Lead Equipment		(10,000	)		-0-			10,000		⁽⁴⁾
General Corporate Purposes	$	(11,850	)	$	(12,026	)	$	(176	)
Remaining Rights Offering Cash	$	-		$	-		$	-

Note:
	⁽¹⁾	Land purchase closed before rights offering rather than after as planned.
	⁽²⁾	Additional costs to clarify rights offering eligibility and assist eligible shareholders.
	⁽³⁾	Additional costs to complete SDEIS, respond to public comments, and prepare FEIS.
	⁽⁴⁾	Spending on engineering and long lead equipment was deferred where appropriate to focus on receipt of permits.

Other Financings
During the three months ended April 30, 2015 the Company issued no shares (prior year period – 75,000) pursuant to the exercise of share options for proceeds of $nil (prior year period - $0.081 million).

During the three months ended April 30, 2015, the Company issued 38,321 shares (prior year period – nil) as partial payment for options to purchase land.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Discussion of Results

The financial results for all periods presented below have been prepared in accordance with IFRS as issued by IASB.

Summary of Quarterly Results
(All figures in thousands of U.S. dollars, except loss per share)

Three Months Ended	Apr 30 2015	Jan 31 2015	Oct 31 2014	Jul 31 2014	Apr 30 2014	Jan 31 2014	Oct 31 2013	Jul 31 2013
Revenues	-	-	-	-	-	-	-	-
General and Administrative	(1,343)	(1,796)	(1,131)	(1,171)	(1,391)	(2,602)	(1,373)	(1,372)
Other Income (Expenses)	(2,215)	(467)	(488)	(439)	(393)	(355)	(380)	(390)
Loss for the Period	(3,558)	(2,263)	(1,619)	(1,610)	(1,784)	(2,957)	(1,753)	(1,762)
Loss per Share ⁽¹⁾	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)

Cash used in operating activities	(1,512)	(1,186)	(861)	(1,077)	(1,072)	(1,493)	(1,955)	(519)
Cash provided by (used) by financing activities	7,954	7,896	-	-	81	-	-	38,326
Cash used in investing activities	(5,806)	(6,258)	(6,552)	(6,227)	(8,216)	(6,215)	(6,315)	(8,138)

⁽¹⁾

Loss per share amounts may not reconcile due to rounding differences.

The loss for the period includes share-based compensation expense for the three months ended:

April 30, 2015 - $0.126 million	April 30, 2014 - $0.149 million
January 31, 2015 - $0.622 million	January 31, 2014 - $1.340 million
October 31, 2014 - $0.134 million	October 31, 2013 - $0.084 million
July 31, 2014 - $0.216 million	July 31, 2013 - $0.089 million

Results fluctuate from quarter to quarter based on activity in the Company including NorthMet development and corporate activities. See additional discussion of significant items in the sections above and below.

Three months ended April 30, 2015 compared to three months ended April 30, 2014

The Company’s focus during the three months ended April 30, 2015 was to provide the Lead Agencies with input into the FEIS and permit work at the NorthMet Project and obtain additional financing.

a) Loss for the Period:

During the three months ended April 30, 2015, the Company incurred a loss of $3.558 million ($0.01 loss per share) compared to a loss of $1.784 million ($0.01 loss per share) during the three months ended April 30, 2014. The increase in the loss for the period was primarily attributable to a non-cash loss on disposal of Wetland Credit Intangible as the proceeds will be received over many years.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

b) Cash Flows for the Period:

Cash used in operating activities in the three months ended April 30, 2015 was $1.512 million compared to cash used in the three months ended April 30, 2014 of $1.072 million. The variance in cash is primarily due to changes in non-cash working capital balances.

Cash provided by financing activities for the three months ended April 30, 2015 was $7.954 million compared to cash provided in the three months ended April 30, 2014 of $0.081 million. The increase was primarily due to funding from a non-convertible loan.

Cash used in investing activities for the three months ended April 30, 2015 was $5.806 million compared to cash used in the three months ended April 30, 2014 of $8.216 million. The decrease was primarily due to efforts in the prior year period surrounding the SDEIS public comment period and review of comments received.

Including the effect of foreign exchange, total cash for the three months ended April 30, 2015 increased by $0.638 million for a balance of $9.939 million compared to the three months ended April 30, 2014 where cash decreased $9.203 million to a balance of $23.587 million.

c) Capital Expenditures for the Period:

During the three months ended April 30, 2015 the Company capitalized $3.069 million of mineral property, plant, and equipment costs related to the NorthMet Project and other fixed assets as compared to $8.813 million during the three months ended April 30, 2015. The decrease is primarily due to the environmental rehabilitation provision, which decreased during the current year period by $4.444 million compared with an increase during the prior year period by $0.650 million as a result of changes in the risk-free interest rate. In addition, the Company capitalized $0.100 million (prior year period $0.100 million) of wetland credit intangible costs related to wetland credit options and development agreements.

Liquidity and Capital Resources

As at April 30, 2015, the Company had a working capital deficiency of $48.557 million compared with a working capital deficiency of $31.672 million as at January 31, 2015. The large increase is the result of the non-convertible debt to Glencore being reclassified as a current liability during the period. Working capital consists primarily of cash of $9.939 million (January 31, 2015 - $9.301 million), current amounts receivable of $0.740 million (January 31, 2015 - $0.381 million), prepaid expenses of $1.126 million (January 31, 2015 - $1.108 million), accounts payable and accrued liabilities of $3.400 million (January 31, 2015 - $2.673 million), convertible debt of $33.840 million (January 31, 2015 - $33.451 million), non-convertible debt of $20.796 million (January 31, 2015 - $4.614 million) and the current portion of environmental rehabilitation provision of $2.326 million (January 31, 2015 - $1.724 million).

As at April 30, 2015, the Company has firm commitments related to the environmental review process, land options, consultants, and rent of approximately $3.6 million with the majority due over the next year and the remainder due over three years.

As at April 30, 2015, the Company had non-binding commitments to maintain its mineral lease rights of $0.180 million with all due in the next year.

As at April 30, 2015, the Company has obligations to issue 3,640,000 shares under the Company’s Bonus Share Plan. The Company has received shareholder approval for the Bonus Shares of Milestones 1 – 4 and regulatory approval for Milestones 1, 2 and 3. Milestone 4 represents commencement of commercial production at NorthMet at a time when the Company has not less than 50% ownership interest and is subject to regulatory approval.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

The condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of operations.

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due and arises through the excess of financial obligations over available financial assets due at any point in time. As at April 30, 2015, PolyMet had cash of $9.939 million and a working capital deficiency of $48.557 million primarily due to the $33.840 million convertible debt and $16.097 non-convertible debt due to Glencore being classified as a current liability. If Glencore does not exchange the convertible debt for common shares upon maturity, PolyMet will need to renegotiate the agreement or raise sufficient funds to repay the convertible debt. While in the past the Company has been successful in renegotiating debt and closing financing agreements, there can be no assurance it will be able to do so again.

Management believes that, based upon the underlying value of the NorthMet Project, the advanced stage of permitting, the ongoing financing arrangements with Glencore, and the ongoing discussions with numerous investment banks and investors including Glencore regarding potential financing, that financing will continue to be available from Glencore and/or other potential third party sources allowing the Company to meet its current obligations, as well as fund ongoing development, capital expenditures and administration expenses in accordance with the Company’s spending plans for the next twelve months.

See additional discussion in the “Summary of Recent Events and Outlook” section above and “Financial Instruments and Risk Management” section below.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Financial Instruments and Risk Management

The Company’s financial instruments are classified as loans and receivables and other financial liabilities.

The carrying values of each classification of financial instrument at April 30, 2015 are:

						Other		Total
		Loans and		Available for		financial		carrying
		receivables		sale		liabilities		value
Financial assets
Cash	$	9,939	$	-	$	-	$	9,939
Amounts receivable		455		2,568		-		3,023
Total financial assets	$	10,394	$	2,568	$	-	$	12,962

Financial liabilities
Accounts payable and accrued liabilities	$	-	$	-	$	3,400	$	3,400
Convertible debt		-		-		33,840		33,840
Non-convertible debt		-		-		20,796		20,796
Total financial liabilities	$	-	$	-	$	58,036	$	58,036

The carrying values of each classification of financial instrument at January 31, 2015 are:

				Other		Total
		Loans and		financial		carrying
		receivables		liabilities		value
Financial assets
Cash	$	9,301	$	-	$	9,301
Amounts receivable		381		-		381
Total financial assets	$	9,682	$	-	$	9,682

Financial liabilities
Accounts payable and accrued liabilities	$	-	$	2,673	$	2,673
Convertible debt		-		33,451		33,451
Non-convertible debt		-		12,469		12,469
Total financial liabilities	$	-	$	48,593	$	48,593

Fair Value Measurements

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 –	Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 –	Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 –	Inputs for the asset or liability that are not based on observable market data.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

The fair values of cash, current amounts receivable, and accounts payable and accrued liabilities approximate their carrying amounts due to their short-term nature. The fair value of available for sale amounts receivable are based on cash flows discounted using a rate based on the market interest rate and the risk premium specific to the asset. The fair value of convertible debt and non-convertible debt approximates the carrying amount at amortized cost using the effective interest method.

Liquidity Risk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they become due and arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time and is achieved by maintaining sufficient cash. See additional discussion in the “Liquidity and Capital Resources” section above.

Related Party Transactions

The Company conducted transactions with senior management, directors and persons or companies related to these individuals, and paid or accrued amounts as follows:

		Three months ended April 30,
		2015	⁽¹⁾		2014	⁽²⁾
Salaries and other short-term benefits	$	273		$	320
Other long-term benefits		10			13
Total	$	283		$	333

	⁽¹⁾	Three months ended April 30, 2015 includes Directors (Jonathan Cherry, Matthew Daley, David Dreisinger, W. Ian L. Forrest, Alan Hodnik, William Murray, Stephen Rowland, and Michael Sill) and senior management (Jonathan Cherry, Douglas Newby, and Bradley Moore).
	⁽²⁾	Three months ended April 30, 2014 includes Directors (Jonathan Cherry, David Dreisinger, W. Ian L. Forrest, Alan Hodnik, William Murray, Stephen Rowland, Michael Sill, and Frank Sims) and senior management (Jonathan Cherry, Douglas Newby, Joseph Scipioni, and Bradley Moore).

There are agreements with key employees (Jonathan Cherry, Douglas J. Newby and Bradley Moore) that contain severance provisions for termination without cause or in the event of a take-over bid. Other than the President and Chief Executive officer, none of PolyMet’s other directors has a service contract with the Company providing for benefits upon termination of their employment.

As a result of Glencore’s ownership of 28.5% of the Company it is also a related party. See additional discussion in the “Financing Activities” section above.

Shareholder Rights Plan

The Shareholder Rights Plan is designed to ensure that all shareholders receive equal treatment and to maximize shareholder values in the event of a take-over bid or other acquisition that could lead to a change in control of the Company. It is not intended to deter take-over bids. The Shareholder Rights Plan is intended to provide time for shareholders to properly assess any take-over bid and to provide non-abstaining members of the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value, including, if considered appropriate, identifying and locating other potential bidders.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Effective December 4, 2003, the Company adopted the Shareholder Rights Plan (“Rights Plan”), which was approved by the Company’s shareholders on May 28, 2004, modified and further ratified and reconfirmed by the Company’s shareholders most recently on July 9, 2013. Under the Rights Plan, the Company has issued one right for no consideration in respect of each outstanding common share held by the shareholder of the Company on December 4, 2003. All common shares subsequently issued by the Company during the term of the Rights Plan will have one right represented for each common share held by the shareholder of the Company. The Rights Plan expires if not reapproved at every third annual shareholder meeting.

The Rights issued under the Rights Plan become exercisable only if a party acquires 20% or more of the Company's common shares without complying with the Rights Plan or without the approval of non-abstaining Board of Directors. Each Right entitles the registered holder to purchase one common share of the Company at the price of CDN$43.06 per share, subject to adjustment which was triggered upon close of the Rights Offering (the “Exercise Price”). However, if a Flip-in Event (as defined in the Rights Plan) occurs, each Right would then entitle the registered holder to purchase that number of common shares having a market value at the date of the Flip-in Event equal to twice the Exercise Price upon payment of the Exercise Price.

Off Balance-Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Proposed Transactions

There are no proposed transactions that will materially affect the performance of the Company.

Critical Accounting Estimates and Judgments

The preparation of the consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. These critical accounting estimates require management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements.

Critical accounting estimates and judgments used in the preparation of these consolidated financial statements are as follows:

(i) Determination of mineral reserves

Reserves are estimates of the amount of product that can be economically and legally extracted from the Company’s property. In order to estimate reserves, estimates are required about a range of geological, technical and economic factors, including quantities, production techniques, production costs, capital costs, transport costs, demand, prices and exchange rates. Estimating the quantity of reserves requires the size, shape and depth of deposits to be determined by analyzing geological data. This process may require complex and difficult geological judgments to interpret the data. In addition, management will form a view of forecast sales prices, based on current and long-term historical average price trends. Changes in the proven and probable reserves estimates may impact the carrying value of property, plant and equipment, restoration provisions, recognition of deferred tax amounts and depreciation, depletion and amortization.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

(ii) Impairment of non-financial assets

The carrying amounts of the Company’s non-financial assets, including mineral property, plant and equipment, and wetland credit intangible are reviewed at each reporting date or when events or changes in circumstances occur that indicate the asset may not be recoverable to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated at the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized if the carrying amount of an asset exceeds its estimated recoverable amount. An impairment loss previously recorded is reversed if there has been a change in the estimates used to determine the recoverable amount resulting in an increase in the estimated service potential of an asset.

For its mineral property interest the Company considers both external and internal sources of information in assessing whether there are any indications of impairment. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mineral property interests. Internal sources of information the Company considers include indications of economic performance of the asset. No impairment loss on the mineral property interests was recorded for the three months ended April 30, 2015 or the year ended January 31, 2015.

(iii) Provision for Environmental Rehabilitation Costs

Provisions for environmental rehabilitation costs associated with mineral property, plant and equipment, are recognized when the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

It is possible that the Company’s estimates of its ultimate environmental rehabilitation liabilities could be affected by changes in regulations, changes in the extent of environmental rehabilitation required, changes in the means of rehabilitation, changes in the extent of responsibility for the financial liability or changes in cost estimates. The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company may vary greatly and are not predictable.

The Company’s provision for environmental rehabilitation cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability.

Future Accounting Changes

The Company anticipates that all of the relevant pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Company’s financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements and are therefore not discussed below:

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

IFRS 15 – Revenue from Contracts with Customers
IFRS 15 establishes principles for reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s contract with customers and is effective for annual periods beginning on or after January 1, 2017 with early adoption permitted. The Company is currently assessing the impact of adopting IFRS 15 on its consolidated financial statements.

IFRS 9 – Financial instruments - classification and measurement
IFRS 9 provides a revised model for recognition, measurement and impairment of financial instruments and is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. The Company is currently assessing the impact of adopting IFRS 9 on its consolidated financial statements.

Other MD&A Requirements

Outstanding Share Data

Authorized Capital: Unlimited common shares without par value.

The following table summarizes the outstanding share information as at June 10, 2015:

Type of Security	Number Outstanding	Weighted Average Exercise Price (US$)
Issued and outstanding common shares	276,505,583	$ -
Restricted share units	1,664,045	$ -
Share options *	20,573,002	$ 1.30
Share purchase warrants	8,168,602	$ 1.35
Convertible debt	26,294,949	$ 1.29

For information purposes, those share options granted with an exercise price in Canadian dollars (“CDN$”) have been translated to the Company’s reporting currency using the exchange rate as at June 10, 2015 of US$1.00 = CDN$1.2375.

Risks and Uncertainties

An investment in the Company’s common shares is highly speculative and subject to a number of risks and uncertainties. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described in PolyMet’s Form 20-F/Annual Information Form for the year ended January 31, 2015 on file with the SEC and Canadian securities regulators and other information filed with the Canadian and United States securities regulators before investing in the Company’s common shares. The risks described in PolyMet’s Form 20-F/Annual Information Form are not the only ones faced. Additional risks that the Company currently believes are immaterial may become important factors that affect the Company’s business. If any of the risks described in PolyMet’s Form 20-F/Annual Information Form for the year ended January 31, 2015 occur, the Company’s business, operating results and financial condition could be seriously harmed and investors could lose all of their investment.

PolyMet Mining Corp.

Management Discussion and Analysis

As at April 30, 2015 and for the three months ended April 30, 2015

Tabular amounts in thousands of U.S. Dollars, except for price per share and number of shares

Disclosure controls and procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, including providing reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to permit timely decisions regarding public disclosure. Management, including the CEO and CFO, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the US Exchange Act and the rules of Canadian Securities Administration, as at January 31, 2015. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at January 31, 2015.

Management’s Responsibility for Financial Statements

The information provided in this report including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.

Management maintains a system of internal controls to provide reasonable assurances that the Company’s assets are safeguarded and to facilitate the preparation of relevant and timely information.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the U.S. Exchange Act and National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim filings. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management has concluded that as at January 31, 2015, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, which has expressed its opinion in its report included with the Company’s annual consolidated financial statements.

There have been no changes in the Company’s internal control over financial reporting during the three month period ended April 30, 2015 that have materially affected, or are reasonably likely to material affect, its internal control over financial reporting.

Additional Information

Additional information related to the Company is available for view on SEDAR and EDGAR, respectively, at www.sedar.com and at www.sec.gov, and at the Company’s website www.polymetmining.com.

Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Jonathan Cherry, President and Chief Executive Officer of PolyMet Mining Corp., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of PolyMet Mining Corp. (the “issuer”) for the interim period ended April 30, 2015.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	*Responsibility:* The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	N/A

5.3	N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on February 1, 2015 and ended on April 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: June 15, 2015

“Jonathan Cherry” (signed)
Jonathan Cherry
President and Chief Executive Officer

Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Douglas Newby, Chief Financial Officer of PolyMet Mining Corp., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of PolyMet Mining Corp. (the “issuer”) for the interim period ended April 30, 2015.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	*Responsibility:* The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2	N/A

5.3	N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on February 1, 2015 and ended on April 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.